U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  x
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2006  o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission File #000-50416  ROCKELLE CORP. (Exact name of registrant as specified in its charter)  Delaware (State or other jurisdiction of incorporation or organization)  98-0407800 (IRS Employer Identification Number)  162 Miller Place Road,Miller Place, New York
        11764(Address of principal executive offices )
        (Zip Code)  631-244-9841 (Registrants telephone no., including area code)  (Former name, address and fiscal year, if changed since last report)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes [ X] Noo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        o
        Nox  State the number of shares outstanding of each of the issuers classes of common equity, as of August 18, 2006:               shares of common stock.         ROCKELLE CORP.

FINANCIAL STATEMENTS



INDEX



PART I-- FINANCIAL INFORMATION




Item 1. Financial Statements


Item 2. Managements Discussion and Analysis of Financial Condition


Item 3. Control and Procedures

PART II-- OTHER INFORMATION




Item 1. Legal Proceedings


Item 2. Changes in Securities


Item 3. Defaults Upon Senior Securities


Item 4. Submission of Matters to a Vote of Security Holders


Item 5. Other Information


Item 6. Exhibits and Reports on Form 8-K

SIGNATURE






Item 1.
        Financial Information

BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.













Rockelle Corp. and Subsidiary



Consolidated Financial Statements



June 30, 2006






Rockelle Corp.

Index to Consolidated Financial Statements

June 30, 2006







PAGE






Balance Sheets
        2




Statements of Operations
        3




Statements of Stockholders Equity
        4




Statements of Cash Flows
        5




Notes to Financial Statements
        6






Rockelle Corp. and SubsidiaryConsolidated Balance SheetsASSETSJune 30,
        
        December 31,2006
        
        2005CURRENT ASSETSCash and cash equivalents
        $
        829,443
        
        $
        2,150Inventories
        
        -
        
        
        2,858Prepaid expenses and other current assets
        
        20,000
        
        
        -Total current assets
        
        849,443
        
        
        5,008PROPERTY AND EQUIPMENTFurniture and equipment
        
        219,937
        
        
        40,467Leasehold improvements
        
        -
        
        
        96,854Construction in progress
        
        375,537
        
        
        -595,474
        
        
        137,321Accumulated depreciation and amortization
        
        -
        
        
        (15,257)595,474
        
        
        122,064OTHER ASSETSFranchise area rights, net
        
        350,241
        
        
        276,250Deferred financing costs, net
        
        607,559
        
        
        -Security deposits and other assets
        
        86,500
        
        
        56,000Total other assets
        
        1,044,300
        
        
        332,250Total assets
        $
        2,489,217
        
        $
        459,322





LIABILITIES AND STOCKHOLDERS  EQUITYJune 30,
        
        December 31,2006
        
        2005CURRENT LIABILITIESAccounts payable and accrued expenses
        
        74,172
        
        
        70,802Franchise obligation - current portion
        
        40,000
        
        
        50,000Note payable - current portion
        
        4,039
        
        
        -Due to affiliate
        
        82,510
        
        
        105,500Convertible notes, net of discount
        
        587,958
        
        
        -Loan from stockholder
        
        10,060
        
        
        80,260Total current liabilities
        
        798,739
        
        
        306,562LONG-TERM LIABILITIESFranchise obligation - non-current
        
        150,000
        
        
        150,000Note payable - non-current
        
        21,487
        
        
        -Total long-term liabilities
        
        171,487
        
        
        150,000Total liabilities
        
        970,226
        
        
        456,562STOCKHOLDERS EQUITYPreferred stock - $0.001 par value; 10,000,000 shares authorized;None issued and outstanding
        
        -
        
        
        -Common stock - $0.001 par value; 200,000,000 shares authorized21,516,330 and 19,963,530 issued and outstanding in 2006 and2005, respectively
        
        21,515
        
        
        19,963Additional paid-in capital
        
        2,923,506
        
        
        725,312Retained earnings (accumulated deficit)
        
        (1,426,030)
        
        
        (742,515)Total stockholders equity
        
        1,518,991
        
        
        2,760Total liabilities and stockholders equity
        $
        2,489,217
        
        $
        459,322




Rockelle Corp. and SubsidiaryConsolidated Statements of OperationsSix months ended June 30,
        Three months ended June 30,2006
        
        2005
        
        2006
        
        2005Sales
        $
        15,384
        
        $
        57,100
        
        $
        -
        
        $
        44,782Cost of Sales
        
        1,805
        
        
        9,708
        
        
        -
        
        
        9,708Gross profit
        
        13,579
        
        
        47,392
        
        
        -
        
        
        35,074General and administrative expenses
        
        659,183
        
        
        123,741
        
        
        245,402
        
        
        101,160Loss from operations
        
        (645,604)
        
        
        (76,349)
        
        
        (245,402)
        
        
        (66,086)Interest income
        
        6,099
        
        
        -
        
        
        6,099
        
        
        -Loss on disposal of property and equipment
        
        (44,010)
        
        
        -
        
        
        -
        
        
        -Net loss
        
        (683,515)
        
        
        (76,349)
        
        
        (239,303)
        
        
        (66,086)Basic and diluted net loss per common share
        $
        (0.03)
        
        $
        (*)Weighted average common shares used in computing basis and dilutednet loss per common share
        
        20,718,429
        
        
        19,501,718(*) = less than $.01

Rockelle Corp. and SubsidiaryConsolidated Statements of Stockholders EquityAdditionalCommon
        
        Paid-In
        
        AccumulatedShares
        
        Stock
        
        Capital
        
        Deficit
        
        TotalBalance at December 31, 2005
        
        
        19,963,530
        
        $
        19,963
        
        $
        725,312
        
        $
        (742,515)
        
        $
        2,760Issuance of common stock in exchangefor services rendered at a value of$300,000 at $0.75 per share
        
        
        400,000
        
        
        400
        
        
        299,600
        
        
        
        
        
        300,000Issuance of common stock in exchangefor services rendered at a value of$24,000 at $0.12 per share
        
        
        200,000
        
        
        200
        
        
        23,800
        
        
        
        
        
        24,000Issuance of convertible debt and warrants
        
        
        100,000
        
        
        100
        
        
        1,857,763
        
        
        
        
        
        1,857,863Conversion of debentures to common stock
        
        
        852,800
        
        
        852
        
        
        17,031
        
        
        
        
        
        17,883Net loss
        
        
        
        
        
        
        
        
        
        
        
        (683,515)
        
        
        (683,515)Balance at June 30, 2006
        
        
        21,516,330
        
        $
        21,515
        
        $
        2,923,506
        
        $
        (1,426,030)
        
        $
        1,518,991

Rockelle Corp. and SubsidiaryConsolidated Statements of Cash FlowsSix months ended June 30,2006
        
        2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
        $
        (683,515)
        
        $
        (76,349)Adjustments to reconcile net income to net cashused in operating activities:Depreciation
        
        3,054
        
        
        7,947Loss on disposal of property and equipment
        
        44,010
        
        
        -Amortization of franchise area rights
        
        16,509
        
        
        -Amortization of deferred financing costs
        
        68,823
        
        
        -Amortization of discount on convertible debentures
        
        117,824
        
        
        -Common stock issued for services
        
        324,000
        
        
        -Changes in assets and liabilities:Accounts receivable
        
        -
        
        
        (15,000)Inventories
        
        2,858
        
        
        (6,325)Prepaid expenses and other current assets
        
        (20,000)
        
        
        -Franchise area rights
        
        (90,500)
        
        
        -Security deposits and other assets
        
        (30,500)
        
        
        (124,000)Accounts payable and accrued expenses
        
        3,370
        
        
        34,212Due to affiliates
        
        (22,990)
        
        
        91,400Total adjustments
        
        416,458
        
        
        (11,766)Net cash used in operating activities
        
        (267,057)
        
        
        (88,115)CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of property and equipment
        
        75,000
        
        
        -Capital expenditures
        
        (569,948)
        
        
        (146,456)Net cash used in financing activities
        
        (494,948)
        
        
        (146,456)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock
        
        -
        
        
        17,500Deferred financing costs
        
        (330,502)
        
        
        -Repayment of loan from stockholder
        
        (70,200)
        
        
        -Repayment of franchise obligation
        
        (10,000)Proceeds from issuance of convertible debentures
        
        2,000,000
        
        
        -Net cash provided by financing activities
        
        1,589,298
        
        
        17,500Net increase (decrease) in cash and cash equivalents
        
        827,293
        
        
        (217,071)Cash and cash equivalents - Beginning of period
        
        2,150
        
        
        228,643Cash and cash equivalents - End of period
        $
        829,443
        
        $
        11,572



SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid
        $
        575
        
        $
        -Income taxes paid
        $
        310
        
        $
        -NON-CASH INVESTING ACTIVITY:Issuance of common stock in exchange for services
        $
        75,000
        
        $
        9,975Wanrrant value recorded as paid-in capital
        $
        1,511,983
        
        $
        -Warrants issued for services
        $
        270,880
        
        $
        -Conversions of debentures to common stock
        $
        17,883
        
        $
        -












Rockelle Corp.

Notes to Financial Statements

June 30, 2006





NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION



Rockelle Corp. (Rockelle), formerly known as Serie Inc., was incorporated on September 19, 2003 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Its current primary business purpose is to acquire and maintain franchises in the quick-service food industry. To date, Rockelle has not sold any of these franchises.



In April 2005, Rockelle organized and capitalized a wholly-owned subsidiary, Rockelle Riverhead Corp. (Riverhead) for the purpose of operating two convenience stores (one of which was sold in 2005), each located on a property shared with a gas station. In connection with taking over these operations, the owner of the property contracted with Rockelle to dispense gasoline to customers of the gas station. Rockelle receives a fee based upon the amount of gas dispensed.



The consolidated financial statements include the accounts of Rockelle and Riverhead (together the Company). All material intercompany transactions and balances have been eliminated in consolidation.



The financial statements for the six months ended June 30, 2006 and 2005 together with the balance sheet as of June 30, 2006 included herein have not been audited by the Companys independent public accountants. In the opinion of management, all adjustments necessary to present fairly the financial position at June 30, 2006 and the results of operations and cash flows for the periods presented herein have been made.



The financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such regulations. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2005.



NOTE 2 - FRANCHISE AREA RIGHTS



During the six months ended June 30, 2006 the Company incurred franchise development fees of $37,500 for five (5) Stewarts in and two (2) Blimpies in Wal-Mart stores.



Franchise area rights consist of the following at June 30, 2006:




Franchise area rights
        $
        390,500Less: Accumulated amortization
        
        (40,259)$
        350,241

Franchise rights amortization expense was $16,509 and $0 for the six months ended June 30, 2006 and 2005, respectively.







Page 6



Rockelle Corp.

Notes to Financial Statements

June 30, 2006





NOTE 3  SECURED CONVERTIBLE DEBENTURES



In March 2006, the Company completed a financing agreement for $2,000,000 with private investors (the Investors). Under the terms of the agreement, on March 1, 2006, the Company received the funding in three installments of $700,000, $600,000 and $700,000 which were received on March 1st, April 12thand April 20th, respectively. The Company issued to the Investors secured convertible debentures totaling $2,000,000 with a 6% interest rate and a maturity date of March 1, 2009. The debentures are convertible into common shares of the Company at the Applicable Percentage (as defined below) times the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion.
The Applicable Percentage means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from the Closing. The Company simultaneously issued to the Investors seven-year warrants to purchase 3,000,000 shares of common stock at an exercise price of $ 1.00 and 3,000,000 warrants at an exercise price of $1.50 per share.



A private investment firm received a total commission of $160,000 (8% of the net
proceeds of $2,000,000) for arranging for this financing. In addition,
Westminster received 100,000 shares of our common stock and 300,000 Series A
warrants to purchase our common stock at an exercise price of $1.00 and 300,000
Series B warrants at an exercise price of $1.50.



The Company allocated a total of $1,511,983 of the value of the debentures towards the fair value of the warrants using the relative fair value method and recorded this amount to additional paid in capital. The remaining $488,017 has been recorded as a net liability. The discount on the debentures is being amortized into expense over the term of the financing and amounted to $117,805 for the six months ended June 30, 2006.



During the second quarter, noteholders converted $46,027 of principal value into 852,800 shares of common stock.



The Company used the Black-Scholes model to calculate the fair value of the warrants and estimated the value of the Series A and Series B warrants to be $0.48 and $0.42 per warrant, respectively, as of March 1, 2006. The following assumptions were made in the calculation:




Stock price
        $0.75Exercise price
        $1.00/$1.50Stock volatility
        68.7%Risk-free rate
        4.5%Term
        7 yearsDividend yield
        0%





Page 7



Rockelle Corp.

Notes to Financial Statements

June 30, 2006







The Company valued the common stock and warrants issued to the private investment firm using the Black-Scholes model and the same assumptions as above. The 100,000 shares of common stock were valued at $0.75 per share, or $75,000, based upon the market price upon the closing date of the financing. The total value of the Series A warrants issued was $143,998 and the total value of the Series B warrants issued was $126,882. Total financing costs, including cash paid and common stock and warrants issued, amounted to $676,382. This amount was recorded on the balance sheet as deferred financing costs and is being amortized to interest expense over the three year term of the financing. Amortization of deferred financing costs amounted to $68,823 for the six months ended June 30, 2006.



NOTE 4 - DEFERRED FINANCING COSTS, NET



Deferred financing costs of $676,382 were incurred in conjunction with the Convertible Debentures and consist of the following:




Cash
        $
        311,927Legal fees
        
        18,575Common stock
        
        75,000Series A Warrants
        
        143,998Series B Warrants
        
        126,882676,382Less: Accumulated amortization
        
        (68,823)Deferred financing costs, net
        $
        607,559

Amortization expense of $68,823 and $0 was incurred during the six-month period ended June 30, 2006 and 2005, respectively. These costs are being amortized over 36 months.



NOTE 5  CONVENIENCE STORE OPERATIONS



In March 2006, Riverhead turned over the operations of its one remaining convenience store to the owner of the property. In exchange for turning over the operations, Riverhead received $75,000, which is equal to the amount of construction costs incurred with Krysta to upgrade the facility. Riverhead spent an additional $62,000 for equipment and improvements with third parties for which they were not reimbursed.



NOTE 6  MULTIPLE UNIT DEVELOPMENT AGREEMENT



On March 16, 2006, the Company entered into a Multiple Unit Development Agreement with Frosted Mug Holdings, LLC (Agreement) which granted it certain development rights to establish and operate ten Snack Bars using the Frosted Mug Holdings proprietary restaurant services marks which currently include Stewarts, Stewarts Root Beer and the Original Drive In. In accordance with the Agreement, the Company has the right to establish and operate these Stewarts Snack Bars in up to ten Wal-Mart locations in Pennsylvania, Maryland, Ohio, Florida and New York. Currently, permits have been obtained and construction has been commenced on two properties located in Florida, one property located in Pennsylvania and two properties located in Maryland. All construction costs incurred through June 30, 2006 has been recorded to Construction
in Progress on the balance sheet. At such time as the Snack Bars have opened, the Company can continue to manage each of these



Page 8



Rockelle Corp.

Notes to Financial Statements

June 30, 2006





establishments or, subject to registration requirements, locate individual franchisees to operate the business.



Pursuant to the terms of the Agreement, the Company was required to pay a development fee equal to $12,500 per Snack Bar either under construction or for which a permit has been issued. Said fee shall be paid upon issuance of each subsequent permit for Snack Bars developed hereunder. For the initial ten Snack Bars subject to this Agreement the total initial fee was $125,000 (the Development Fee). The Company was also required to pay $4,000 per unit toward the royalties to be charged to the Wal-Mart Snack Bars developed. Hereafter, said fee shall be paid upon issuance of each subsequent permit for Snack Bars developed hereunder. In addition to the Development Fee, the Company also paid $4,500 in rental security per unit.



Pursuant to the terms of the Agreement, the Company has the right to sell any of the Snack Bars developed by it to any third party and retain any proceeds from such sale. The Company is also entitled to retain one third of all royalties collected from such third party franchisee after the sale.



NOTE 7   EARNINGS PER SHARE



Basic net income (loss) per common share exclude dilution and are computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if stock options or other contracts to issue common shares of the Company or its subsidiaries were exercised or converted to common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. For the six months ended June 30, 2006 and 2005, diluted loss per share is the same as basic loss per share since the effect of all common stock equivalents was anti-dilutive due to the net loss. At June 30, 2006, there were 1,378,873 warrants issued that were considered to be dilutive securities that will dilute future earnings per share.



NOTE 8 - SUBSEQUENT EVENTS



In July 2006, the Company commenced operations of its Snack Bar in Pennsylvania.



Subsequent to June 30, 2006 and through August 10, 2006, noteholders converted an additional $25,383 of principal value into 750,000 shares of common stock.





Page 9





Item 2.
        Managements Discussion and Analysis or Plan of Operation

Plan of Operation



The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. Because we have not generated significant revenues, we intend to report our plan of operation below.



The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Companys actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.



Overview



Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time period specified:



It is Rockelles intention to develop a minimum of ten (10) Stewarts Snack Bar franchises located within Wal-Mart facilities on an annual basis.



In the first year, Rockelle intends to sell a minimum of five (5) of their developed Stewarts Snack Bar franchises and retain ownership of the remaining franchises. Net revenues from operations of each Stewarts Snack Bar located in a WalMart are projected to exceed $70,000 annually. In addition to the franchise operations revenue,

Rockelle will net approximately $50,000 on the sale of each developed Stewarts Snack Bar franchise sold. Rockelle will continue to earn $4,000 annually in recurring royalty fees per location for each franchise sold.

Rockelle holds the right of first refusal to purchase any WalMart location granted to Frosted Mug for a Stewarts Snack Bar. It is the intention of Rockelle to develop ten (10) Stewarts Snack Bar franchises, located within Wal-Mart stores, in each subsequent year. It is anticipated that this agreement with Frosted Mug will allow Rockelle to expand into many other locations across the United States.



Rockelle will continue to net approximately $50,000 on the sale of each developed Stewarts Snack Bar franchise  . By selling a minimum of five (5) franchise locations, total net revenue from these sales will generate approximately $250,000, exclusive of any continuing royalty revenue.



Management strategies include the opening of a model Taco Time in the New York Metropolitan area, offering franchises for sale, providing construction and build out services, furnishing marketing and advertising support. This location will be used as a showcase for future franchise purchasers. We estimate the cost to open the model store to be approximately $675,000 to purchase the facility plus an additional $175,000 to complete the franchise build-out. We expect to generate revenue in excess of $550,000. When fully operational this location will require a staff of 11 employees.



Additionally, Rockelle has purchased two (2) Blimpie food franchises from Kahala Corporation. These franchises, which management anticipates opening in 2007, will also be located within Wal-Mart stores.



Plan Of Operations



Over the next twelve months we intend to further our business plan by developing ten (10) Stewarts Original Root Beer Restaurant Snack Bars, located within existing WalMart stores across 5 states, as well as opening a minimum of one (1) Taco Time and two (2) Blimpie franchise locations. We will undertake the build-out construction, bring each franchised location into operational status, and then either operate the franchised location or sell the franchised location to other franchisees. Our sole officer and Director, Gerard Stephan, will oversee all of the following activities.





CONSTRUCTION



Prior to this filing, construction had begun in seven  (7) locations; one in Pennsylvania, two in Maryland, two in Florida and two in Ohio. As of the date of this filing, the Pennsylvania location is open for business and three of the remaining six franchises under construction are anticipated to open within the next thirty days. Our last three remaining sites, two in Maryland and one in New York State, for which we are currently under contract, are anticipated to begin construction in 2006. We will continue to take advantage of the combined purchasing power of multiple construction sites.



OPERATIONS



It is our intension to sell a minimum of five (5) developed Stewarts Snack Bar franchises and retain ownership of the remaining five (5) franchises. In addition, we will also develop a minimum of one (1) Taco Time franchise in 2006 and a minimum of two (2) Blimpie franchises in 2007.



SALES AND MARKETING



Our sales and marketing is divided into two separate categories. The first is to generate visibility for the franchises we intend to operate. We will take advantage of the foot traffic generated by WalMarts customers to spread the word about these new Stewarts locations.The second is to utilize the operational locations to develop interest by prospective franchisees. In addition, we intend to use traditional sales and marketing vehicles such as newspaper and trade publications. As royalty revenues grow, we intend to increase our visibility by implementing local and regional advertising campaigns.



FURTHER DEVELOPMENT OF ORGANIZATIONAL INFRASTRUCTURE



Mr. Stephan will personally undertake the responsibility of selecting and overseeing the management put in place in each of the Stewarts locations in WalMart stores. With continued expansion, it is our intention to hire regional managers to oversee daily operations of larger geographical regions. In addition, Mr. Stephan will be responsible for hiring the employees needed to staff our initial locations.



Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated and if we are unable to generate sufficient revenues, we may be unable to proceed with our plan of operations. We may need to seek additional equity financing to cover our administrative expenses, marketing and expansion. We anticipate that, if needed, any such financing will be through the sale of shares of our common stock at prices based upon our trading market once such market develops. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require the additional financing to potentially achieve our goal of profit, revenue and growth.



Liquidity and Capital Resources



On March 3, 2006, we completed financing agreements by executing a securities purchase agreement with the following entities: AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC. Under the securities purchase agreement, we issued $2,000,000 in callable secured convertible notes. The notes are convertible into shares of our common stock. The conversion price is based on the sixty (60%) of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The timing of the conversion is at the option of the holder. The notes are secured by a grant of a general security interest in all of our assets both tangible and intangible. The Company simultaneously issued to the private investors seven year warrants to purchase 3,000,000 Series A warrants at an exercise price of $1.00 and
3,000,000 Series B warrants at an exercise price of $1.50.



A private investment firm, Westminster Securities Corporation based in New York City, will receive a total commission of $160,000 (8% of the net proceeds of $2,000,000) for arranging for this financing. In addition, Westminster Securities received 100,000 shares of our common stock and seven year warrants to purchase 300,000 Series A warrants at an exercise price of $1.00 and 300,000 Series B warrants at an exercise price of $1.50.





As of June 30, 2006, we received a total of $2,000,000 under the terms of the securities purchase agreement. We have applied these funds in the manner outlined in the tables below.



To Date:


Gross Proceeds Received
        $2,000,000Less - Use of Proceeds
Prorated Closing Costs and Fees
Frosted Mug Contract
Construction, Build-out & Equipment Costs _
        $330,502
$149,000
$557,807Total Proceeds Utilized
        $962,691Net Retained for operating expenses
        $1,037,309

The remaining  proceeds will be used for build-out  construction and equipment costs for the remaining WalMart locations  approximating
$800,000 with the balance to be used for general working capital.



With an existing forecast of minimum revenues of $3,126,000 in 2006, management believes that with the operational cash to be generated and the retained working capital from our recent funding, the overall cash requirements of operations are expected to be met. While there is no absolute guarantee that we will generate the forecast revenues, management believes that both the revenue generation forecast and the additional funding will be attained. At the present level of operations, working capital requirements to sustain operations approximates $50,000 per month exclusive.



It is managements estimate that with its existing working capital resources and with the insurance of the contemplated additional funding noted, we will be able to meet the working capital requirements of operations for the coming twelve months of operations.



At June 30, 2006 the Company had $829,443 in cash and $20,000 in prepaid
expenses for a total of $849,443 in current assets. The Company had $74,172 in
accrued expenses, $40,000 franchise obligation, $4,039 note payable current
portion, $82,510 due to affiliates, $587,958 in convertible notes and a
stockholder loan payable in the amount of $10,060 for a total of $789,739 in
current liabilities. The Company will rely upon the issuance of common stock and
additional capital contributions from shareholders to fund expenses to enter
into the franchise industry. There are no guarantees that the Company will be
successful in the industry.



Results of Operations



For the Six Months Ended June 30, 2006 and 2005



Gross revenues decreased from $57,100 for the six-month period ended June 30, 2005 to $15,384 for the six month period ended June 30,
2006, a decrease of $41,716. These revenues were generated from royalties on gas sales from gas station/convenience store operations.
We are not aware of any known trends, events, demands, commitments or uncertainties in our industry that are reasonably likely to
have a material impact on our present or future financial condition or operating performance. The decrease in revenues is due  to the
sale of the convenience stores in November 2005 and March 2006. Our net loss from operations for the six-month period ending June 30,
2005 was $76,349 as compared to net loss from operations for the six month period ending June 30, 2006 of $645,604. The increase in
net loss from operations was due to an increase in sales, general and administrative expenses of $535,442.



Selling, general and administrative expenses increased to $659,183 for the six-month period ending June 30, 2006 from $123,741 for the six month period ending June 30, 2006. These expenses represent our total operating expenses during this period. The increase in our total operating expenses was due to additional expenses required in order to become a publicly traded company and remain in compliance with all reporting requirements. These additional expenses include legal and accounting fees, auditing fees and professional fees associated with obtaining private financing. It should be noted that the operating expenses do not include any management salary. Mr. Stephan, to date, has received no salary from Rockelle Corp.







Critical Accounting Policies



Rockelles financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and  underlying accounting assumptions adhere to GAAP and are consistently and conservatively  applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under
different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.




Item 3.
        Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the second quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.























PART II - OTHER INFORMATION






Item 1.
        Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.




Item 2.
        Changes in Securities.

NEED TO ADD ISSUANCES






Item 3.
        Defaults Upon Senior Securities.


None


Item 4.
        Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending June 30, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.




Item 5.
        Other Information.


None


Item 6.
        Exhibits and Reports of Form 8-K.


(a)
        Exhibits


31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002




(b)
        Reports of Form 8-KOn April 10, 2006, the Company filed a Form 8K based on a change in independent auditor.





SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




ROCKELLE CORP.RegistrantDate: August 21, 2006
        By: /s/ Gerard StephanGerard StephanPresident, Secretary and Director